TABLE A - REGULATIONS 82 / 83

APPOINTMENT OF SECRETARY

1. Subject - Appointment of Secretary.

2. Passing Authority - Board of Directors.

3. Nature of the Resolution - Resolution with simple majority.

4. Specimen Resolution:

"RESOLVED THAT: Mr. S, Associate member of the Institute of Company Secretaries of India, be and is hereby appointed as a Secretary of the company with effect from 1st January 2002 on a salary of Rs.15000/- per month and on such other terms and conditions contained in the draft letter of appointment placed before the Board and that the Managing Director is authorised to issue the said letter to Mr.S".

5. Guidelines:

1) A director may be appointed Secretary or Vice versa in which case provisions of section 269 will be applicable.

2) In the case of a company with a paid up capital as may prescribed from time to time under Section 383A (Presently, Rs. 50 lakhs or more) a whole-time Secretary should be appointed.

3) The Secretary must be possessed qualifications prescribed under the Companies (Secretary's Qualifictions) Rules 1975.

6. Filing: Form 32--within 30 days of appointment.